Exclusivity Non Solicitation. 7.1 During the Term, Employee agrees to devote his services and his best energies and abilities, exclusively, to the business and activities of the Company, including any Subsidiaries, and not engage or have an interest in or perform services for any other business or entity of any kind or nature; provided, however, that nothing herein shall prevent Employee from investing in (but not rendering services to) other businesses which are not competitive in any manner with the business then being conducted by the Company or any of its Subsidiaries, or investing in (but not rendering services to) other businesses (other than for charitable organizations, provided same does not interfere with Employee's performance of his duties hereunder) which are competitive in any manner with the business then being conducted by the Company, provided in the latter instance, that (i) the shares of such business are listed and traded over either a national securities exchange or in the over-the-counter market, and (ii) stock interest or potential stock interest (based on grants, options, warrants or other arrangements or agreements then in existence) in any such business which is so traded (together with any and all interest, actual and potential, of all members of Employee's immediate family) is not a controlling or substantial interest and specifically does not exceed one percent of the issued and outstanding shares or a one percentage interest of or in such business.
Exclusivity Non Solicitation. Until the earlier of the Closing or the termination of this Agreement, Seller shall not (a) sell, transfer, convey or assign the Priority Review Voucher to any Person other than Buyer or enter into any Contract with respect thereto, (b) encumber or otherwise grant or allow to exist any Encumbrance on the Priority Review Voucher (other than pursuant to this Agreement), (c) solicit, initiate or knowingly facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Alternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives), (d) engage, continue or participate in any discussions or negotiations regarding any Alternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives) other than to state that they are not permitted to have any such discussions, (e) accept any inquiry, proposal or offer from any Person (other than Buyer) in respect of an Alternative Transaction, or (f) resolve to propose or agree to do any of the foregoing; provided, that, notwithstanding the foregoing, the Seller shall be entitled to engage, continue or participate in discussions and negotiations regarding a potential financing arrangement secured on, among other assets, the Purchased Assets and may, solely to the extent such potential financing involving the Purchased Assets would only be consummated following the termination of this Agreement in accordance with its terms, accept proposals or enter into agreements with respect to such potential financing.
Exclusivity Non Solicitation. (a) Company: During the term of this Agreement, to the extent Premiere -------- can reasonably meet the requirements of applicable customers for Telecommunications Services as determined by market, type of service and territory, the Company agrees to use Premiere as its exclusive provider of Telecommunications Services to its customers which utilize the Company Services, except for wireless communications.
Exclusivity Non Solicitation. By the terms of this Agreement, COALCO has been appointed by Covol as its sole and exclusive financial advisor with respect to matters pertaining to any Financing. Accordingly, Covol agrees that it will not solicit, entertain proposals from, or hold discussions with, any other person or entity regarding a Financing to Covol with respect to the Facility, during the period commencing the date hereof and ending on the Final Date, except for discussions with Investors on the Investor List or Investors specified by Covol as set forth in Section 1 hereof which are initiated by, or immediately referred to, COALCO.
Exclusivity Non Solicitation. For a period ("Restricted Period") commencing at the Closing Date and ending on October 30, 1998, the Company and the officers, directors, employees or other agents of the Company will not, directly or indirectly, take any action to solicit, initiate, facilitate or encourage the making of any Acquisition Proposal (as hereinafter defined) and shall use its best efforts to cause its agents and advisors to do the same; provided, however, that the Board of Directors of the Company may engage in negotiations with, or disclose any nonpublic information relating to the Company or afford access to the properties, books or records of the Company to, any person or entity that has made an unsolicited Acquisition Proposal to the Company subject to the customary conditions, but only to the extent the Company, after consulting with outside counsel, reasonably determines that such third party is capable of completing the transaction covered by the Acquisition Proposal and such cooperation and consideration is required by applicable law and fiduciary duties. The Company will promptly notify Purchaser after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person or entity that informs the Board of Directors that it is considering making, or has made an Acquisition Proposal. The term "Acquisition Proposal" as used herein means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or the acquisition of a majority by voting power of the outstanding shares of capital stock of the Company or a majority of the assets of the Company, other than the transactions contemplated by this Agreement.
Exclusivity Non Solicitation a. During the term of this Agreement, CLIENT agrees to contract exclusively with AHC as the provider of network services for the Program, except where CLIENT's customers have access to, and are contracted for services similar to that of AHC's provider networks.
Exclusivity Non Solicitation. Neither Household nor any Affiliate has any obligation to review or approve any Application or any number of Applications, or to purchase any Contract or a certain number of Contracts pursuant to this Agreement, and Household and/or its Affiliates may receive applications or acquire contracts from other financial institutions, banks, dealers or others. From the date of this Agreement until a Contract purchased by Household under this Agreement is paid in full, Company agrees that neither it nor any of its Affiliates will directly solicit or offer to the respective Obligors of the Contract any auto secured financial products, the proceeds of which are intended to be used to pay off or refinance the said Contract, including, without limitation, any retail installment contract, auto secured loan or other credit product; except for solicitations wherein the Obligor of a Contract initiates discussions with Company, or is coincidentally included in a list of names derived from sources not including a list of persons obligated on Contracts. The provisions of this section shall survive the expiration or termination of this Agreement. * Confidential treatment requested
Exclusivity Non Solicitation. Prior to the closings under the Merger Agreements, Crescent shall not, and shall not permit any of its employees, agents, representatives or affiliates to, (i) without Vornado being fully informed thereof and consenting thereto, contact Kelsx xx any officer, director, employee, agent or customer of either Company with respect to the Investments, (ii) offer, negotiate, consummate or solicit any offer or proposal for a "Sales Transaction" (as hereinafter defined), including without limitation holding any discussions or engaging in any communications, or entering into any agreement or understanding whatsoever with Kelsx xx the Companies without Vornado being fully informed thereof and consenting thereto, or (iii) take any action to disrupt the closings under the Merger Agreements. Crescent's obligations under the preceding sentence shall survive any termination of the partnership and shall terminate only upon the termination of both Merger Agreements. For the purposes of this agreement, the term "Sales Transaction" means (A) any merger, consolidation, reorganization or other business combination pursuant to which the business of either of the Companies would be combined with that of Crescent (or an affiliate thereof) or (B) the acquisition, directly or indirectly, by a third party of any equity interest, debt, or any assets (other than in the ordinary course of business) of either of the Companies. Prior to the closings under the Merger Agreements, Vorando agrees that neither it nor any of its affiliates will enter into any agreements with the Companies that would require approval as an affiliate transaction under paragraph 5(a).
Exclusivity Non Solicitation. Until the earlier of the Closing or the termination of this Agreement, Seller shall not, nor shall it authorize or instruct any of its Affiliates or its or their Representatives to, and it shall direct such Affiliates and Representatives not to, (a) sell, transfer, convey or assign the Priority Review Voucher to any Person other than Buyer or enter into any Contract with respect thereto, (b) encumber or otherwise grant or allow to exist any Encumbrance on the Priority Review Voucher (other than pursuant to this Agreement), (c) solicit, initiate or knowingly facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Alternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives) or any inquiry, proposal or offer that is reasonably likely to lead to an Alternative Transaction, (d) engage, continue or participate in any discussions or negotiations regarding, or take any other action intended or reasonably expected to facilitate the making of any inquiry, proposal or offer to Seller that constitutes, or may reasonably be expected to lead to, any Alternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives) other than to state that they are not permitted to have any such discussions, (e) accept any inquiry, proposal or offer from any Person (other than Buyer) in respect of an Alternative Transaction, or (f) resolve to propose or agree to do any of the foregoing. Seller shall, and shall cause each of its Affiliates and shall direct its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party or its Representatives conducted prior to the Effective Date with respect to any Alternative Transaction, or proposal that would reasonably be expected to lead to an Alternative Transaction, and shall use its reasonable best efforts to cause any such Third Party and its Representatives in possession of Confidential Information heretofore furnished to such Person by or on behalf of Seller to return or destroy all such Confidential Information as promptly as practicable.
Exclusivity Non Solicitation. Cannanumus acknowledges and agrees that Abattis is entitled to exclusivity in respect of the Purchased Shares from the date hereof until the Outside Date. In furtherance of the foregoing, Cannanumus covenants and agrees that, from the date hereof until the Outside Date, it:
